Hamilton appealed a trial court judgment that allowed Phoenix-Talent School District #4 to waive a timeliness requirement in a contract for lot-line adjustment.
A provision in a contract can be considered either a condition precedent or both a condition precedent and a promise depending upon the intent of the parties.
Phoenix-Talent School District #4 (District) entered into a contract with Hamilton to purchase land in order to build a new school. The purchase agreement included a condition precedent that required a lot-line adjustment to be approved by Jackson county. The parties agreed to extend the closing date by two months to obtain approval for the lot-line adjustment. When Jackson County discovered that the original lots were not legally created, the defendants refused to extend the deadline again. When the District offered to waive the date for the lot-line adjustment, Hamilton refused to extend the closing date and refused to close. The District sued and the trial court ruled for the District. Hamilton appealed.
Whether a provision in a contract can be considered solely a condition precedent or both a condition precedent and a promise?
Yes. The judgment of the trial court is reversed and remanded. The approval of the lot-line adjustment was a condition precedent for both parties, because a recital in the agreement did not express that the defendants were obligated to obtain approval for the lot-line adjustment.
A condition precedent depends on the occurrence of an event, while a condition precedent with a promise requires a party to execute the condition. If a condition precedent is in the control of one party, it will be considered a condition precedent with a promise.